UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 13, 2009
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-27038
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94-3156479 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 565-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement.
On January 13, 2009, Nuance Communications, Inc. (“Nuance”) entered into a Purchase Agreement (the
"Purchase Agreement”) by and among Nuance, Warburg Pincus Private Equity X, L.P. and certain of its
affiliated entities (collectively “Warburg Pincus”) pursuant to which Warburg Pincus agreed to
purchase, and Nuance agreed to sell, an aggregate of 17,395,626 shares of Nuance common stock for
an aggregate purchase price of $174,999,997.56, and warrants to purchase an aggregate of 3,862,422
shares of Nuance common stock for an aggregate purchase price of $241,401.38. The warrants have an
exercise price of $11.57 per share and a term of four years. Warburg Pincus also has agreed not to
sell any shares of Nuance common stock for a period of six months from the closing of the
transactions contemplated by the Purchase Agreement. The closing of the transactions contemplated
by the Purchase Agreement are conditioned upon the satisfaction or waiver of the conditions set
forth in the Purchase Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
In accordance with the terms of the Purchase Agreement, Nuance will sell an aggregate of 17,395,626
shares of Nuance common stock, and warrants to purchase an aggregate of 3,862,422 shares of Nuance
common stock to Warburg Pincus. Nuance will issue the shares of Nuance common stock and the
warrants to purchase shares of Nuance common stock to Warburg Pincus in reliance upon the exemption
from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, including Regulation D. The closing of the
transactions contemplated by the Purchase Agreement are conditioned upon the satisfaction or waiver
of the conditions set forth in the Purchase Agreement.
Item 7.01. Regulation FD Disclosure.
On January 15, 2009, Nuance issued a press release announcing that it had entered into the Purchase
Agreement, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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2.1 |
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Purchase Agreement among Nuance Communications, Inc. and the Purchasers
identified on Exhibit A thereto, dated January 13, 2009. |
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99.1 |
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Press Release, dated January 15, 2009, by Nuance Communications, Inc.
announcing the signing of the Purchase Agreement.* |
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This exhibit is “furnished” as part of this Current Report on
Form 8-K and not “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise subject to the liabilities of that section and may
only be incorporated by reference into another filing under the Securities
Exchange Act of 1934 or the Securities Act of 1933 if, and to the extent, such
subsequent filing specifically references this exhibit. |